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Exhibit B
<br /> Streetline Terms of Use
<br /> 1. Subscription Service.Subject to the terms and conditions of the 7.1 Suspension for Non-Payment.Without limitation of Streetline's
<br /> Agreement, Streetline shall make the Commercial Service available to other remedies,Streetline may suspend Customers and its Users'access
<br /> Customer on a hosted basis during the Term,solely for use by Customer to and/or use of the Service if Customer fails to pay any Fees when due
<br /> and its Users,and Streetline shall make the Consumer/Off-Street Service and does not cure such failure within thirty (30) days of Streetline's
<br /> available during the Term to consumers and operetors of off-street written notice thereof.
<br /> parking facilities. Streetline may update the functionality and user �,2 Termination for Cause. Either party may terminate this
<br /> interface of the Service from time to time in its sole discretion as part of Agreement upon written notice to the other party if the other party
<br /> its ongoing mission to improve the Service. As used herein,"Users"are materially breaches this Agreement and fails to correct such breach within
<br /> individual users for whom Customer has purchased subscriptions to the thirty(30)days following written notice specifying such breach.
<br /> Commercial Service,as indicated in the Scope of Services,and who have
<br /> been issued user identifications and passwords for the Commercial �•3 Effect of Termination.Upon the expiration or earlier termination
<br /> Service by Customer(or by Streetline at Customer's request). of this Agreement,all righu and licenses granted to Customer hereunder
<br /> shall terminate,Customer shall cease all use of and access to the Service
<br /> 2. Restrictions.Customer is responsible for all use of the Commercial except as expressly permitted in this Section 73,and all ouutanding Fees
<br /> Service by its Users and all activities conducted under iu Users'accounu, shall immediately become due and payable.Either part�/s termination of
<br /> and for ensuring that iu Users comply with this Agreement.Customer this Agreement shall be without prejudice to any other remedies that it
<br /> shall not,and shall not permit iu Users to:(a)make the Service available may have at law or in equity,and shall not relieve either party of liability
<br /> in any manner to any third party;(b)copy,modify,or reverse engineer all arising prior to the effective date of termination.Sections 4,5,7.3,8,9.2,
<br /> or any part of the Service;or(c)knowingly upload or transmit to or 10,11 and 12 shall survive any expiration or earlier termination of this
<br /> through the Service any Customer Data or any other material that Agreement.
<br /> contains viruses or other materials intended to damage or interfere with
<br /> theService. 8. Confidentiality. "Confidential Information"means confidential,
<br /> proprietary and trade secret information and materials that either party
<br /> 3. Term. The term of this Agreement shall commence on the Disclosin Pa
<br /> (" g rty")discloses to or otherwise makes available to the other
<br /> Effective Date and,unless earlier terminated pursuant to Section 7,shall party ("Receiving Party") under this Agreement, in whatever form,
<br /> continue until the end of the term of the project as set forth in the Scope tangible or intangible, so long as it is mazked as"Confidential"when
<br /> of Services('?erm"). provided in written form and,if provided verbally,is reduced to writing
<br /> 4. Fees.Customer shall pay Streetline the fees set forth in the Scope within seven (7)days thereafter. Receiving Parry shall: (a) protect the
<br /> of Services(the"Fees")pursuant to the payment terms set forth therein. Confidential Information of Disclosing Party from unauthorized
<br /> Customer will be responsible for all taxes related to the Fees or its use of dissemination and use;(b)use such Confidential Information only for the
<br /> the Commercial Service,excluding taxes based on Streetline's net income. exercise of Receiving Party's rights and performance of Receiving Pam/s
<br /> 5. Proprietary Rights obligations under this Agreement; and (c) not disclose any such
<br /> Confidential Information to any third party, except to its employees,
<br /> 5.1 Customer Data.Customer owns and shall retain all right,title and contrectors and affiliates who have a need to know such information and
<br /> interest(including all intellectual property righu)in and to any data and are bound by written confidentiality agreements no less restrictive than
<br /> information submitted by Customer to the Service("Customer Data"). the requirements set forth in this Section 8.The foregoing restrictions
<br /> 5.2 Streetline Rights.Except for the limited right to access and use the pertaining to the Confidential Information shall not apply with respect to
<br /> Service during the Term as expressly granted to Customer in this a�y Confidential Information that: (a) is or becomes publicly known
<br /> Agreement,Streetline owns and shall retain all right,title and interest through no fault of Receiving Party;(b)was known by Receiving Party
<br /> (including all intellectual property righu)in and to the Service and any before receipt from Disclosing Party;(c) becomes known to Receiving
<br /> data and information collected through the Service("Collected Data"). Party without confidential or proprietary restriction from a source other
<br /> Without limitation of the foregoing, the Collected Data is Streetline s than Disclosing Party that does not owe a duty of confidentiality to
<br /> Confidential Information. Any righu not expressly granted herein are Disclosing Party with respect to such Confidential Information;or(d)is
<br /> reserved by Streetline.In addition,if Customer or any User makes any independently developed by Receiving Party without the use of the
<br /> suggestions, enhancement requesu, or recommendations, or provides Confidential Information of Disclosing Party.In addition,Receiving Party
<br /> any other feedback relating to the Service,then Streetline shall have the may use or disclose Confidential Information of Disclosing Party to the
<br /> right to use and otherwise exploit such feedback freely in connection with extent Receiving Party is legally required(e.g.under the Califomia Public
<br /> the Service and Streetline's other producu and services.In addition,for Records Act) to disclose such Confidential Information, provided,
<br /> purposeofanypublicdisclosureprovisionunderanyfederal,stateorlocal however,prior to any such disclosure Receiving Party shall provide the
<br /> law,it is agreed that the Collected Data is a trade secret and proprietary Disclosing Party with ten(10)days'prior written notice of such disclosure
<br /> commercial information and not subject to disclosure,nor will Customer's in order to allow the Disclosing Party an opportunity to protect against any
<br /> access to or use of the Collected Data constitute an agency orgovernment such disclosure and/or obtain a protective order narrowing the scope of
<br /> record or information subject to disclosure(and,for the avoidance of such disclosure and/or use of the Confidential Information.
<br /> doubt, Customer may not make Collected Data available to any third Notwithstanding anything herein to the contrary,Receiving Parry agrees
<br /> parties or the public generally).Notwithstanding the foregoing,however, that Disclosing Party shall have, in addition to any other available
<br /> Customer may use stored, historical (i.e., non-live, non-real-time) remedies,the right to an immediate injunction and other equitable relief
<br /> Collected Data as provided by Streetline through the Service for internal enjoining any breach or threatened breach of this Sedion 8,without the
<br /> analysis and policy decision support. necessity of posting any bond or other security.Within ten(10)days after
<br /> 6. Terms of Service any termination or expiration of this Agreement, Receiving Party shall
<br /> return to Disclosing Party(or destroy,at Disclosing Party's sole election)
<br /> 6.1 Network Access.Customer shall be solely responsible for any and all Confidential Information of Disclosing Party(and all copies and extracts
<br /> all costs and fees in connection with accessing and using the Services. thereof) then in the possession or control of Receiving Party or its
<br /> 6.2 Third-Party Applications.Streetline may offer certain third party affiliates,employees or contractors.
<br /> applications or other products and services as indicated in the Scope of g, Warrenties
<br /> Services('Third Party Applications").In addition,Streetline or its partners
<br /> may offer links to other third party websites,producu,services and other 9.1 Service Warrenty. Streetline warrants that, upon successful
<br /> resources through the Service. Streetline makes no (and expressly Equipment installation and network activation, the Service shall be
<br /> disclaims any)representation or no warrenty regarding such Third Party functional and available for access and use by Customer as described in
<br /> Applications. the Scope of Services. Customers sole and exclusive remedy for
<br /> Streetline's breach of this warranty shall be to have Streetline use
<br /> 7. Suspension,Termination,Dispute Resolution commercially reasonable efforts to repair the Service to achieve the
<br /> functionality described in the Scope of Services,provided that if Streetline
<br /> ATTY/AG R/2014.153/STRE ETLI N E
<br /> REV:08-20-14 VR
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